Proposed Director Placing

RNS Number : 3059P

Cerillion PLC

08 June 2020

 

8 June 2020

AIM: CER

Not for publication, distribution or release, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.

Please see the Important Notice at the end of this announcement.

Cerillion plc

("Cerillion" or "the Company")

Proposed Director Placing

Cerillion announces that, in response to investor demand, it has been notified by Guy O'Connor and Oliver Gilchrist (together the "Executive Directors") of their intention to respectively sell up to 2,391,853 and 352,895 ordinary shares of 0.5 pence each in the Company ("Placing Shares") to qualified investors (the "Placing"). The Placing will be priced at 255 pence per Placing Share. The Placing Shares represent approximately 9.3% of the Company's issued share capital.

The Placing will be conducted by means of an accelerated bookbuild to qualified institutional investors, which will be launched immediately following this announcement.

Liberum Capital Limited ("Liberum") is acting as sole bookrunner in connection with the Placing. The final number of Placing Shares will be determined at the close of the bookbuild process and the distribution of allocations will be at the absolute discretion of the Bookrunner. The results of the Placing will be announced as soon as practicable thereafter.

Assuming all the Placing Shares are sold, Guy O'Connor will, following completion of the Placing, no longer hold any shares in the Company and Oliver Gilchrist will have a total interest of 352,895 ordinary shares, representing 1.2% of the issued share capital of the Company.

The Company is not a party to the Placing and will not receive any proceeds from the Placing.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014. The person responsible for making this announcement on behalf of the Company is Oliver Gilchrist.

Cerillion plc	c/o KTZ Communications
Louis Hall, CEO	T: 020 3178 6378
Oliver Gilchrist, CFO
Liberum (Nomad, Broker and Sole Bookrunner)	T: 020 3100 2000
Bidhi Bhoma, Euan Brown, William Hall
KTZ Communications	T: 020 3178 6378
Katie Tzouliadis, Dan Mahoney

About Cerillion

www.cerillion.com

Cerillion is a leading provider of mission critical software for billing, charging and customer relationship management ("CRM"), mainly serving the telecommunications market but also other sectors such as utilities and financial services. The Company currently has over 90 customer installations across over 40 countries.

Headquartered in London, Cerillion also has operations in Pune, India, where its Global Solutions Centre is located, Miami and Sydney.

IMPORTANT NOTICE

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS AND PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which such an offer or invitation is unlawful ("Restricted Jurisdictions"). Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Any failure to comply with this restriction may constitute a violation of securities laws in the relevant Restricted Jurisdiction.

The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing Shares have not been and will not be registered under the relevant laws of any of the Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act). There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Company, Liberum, or any of their respective affiliates.

The distribution of this announcement and the offering or Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Liberum, or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Liberum to inform themselves about and to observe any applicable restrictions.

Liberum is authorised and regulated by the FCA. Liberum is acting for the Executive Directors only in connection with the Placing and no one else, and will not be responsible to anyone other than the Executive Directors for providing the protections offered to clients of Liberum nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. In connection with the Placing, Liberum Capital Limited   or any of its respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Placing Shares and other securities of Cerillion plc or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Liberum and any of its respective affiliates acting as investors for their own accounts. Liberum does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement has been issued by the Company on behalf of the Executive Directors and is the sole responsibility of the Executive Directors apart from the responsibilities and liabilities, if any, that may be imposed on Liberum by the Financial Services and Markets Act 2000. Liberum does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Executive Directors or on the Executive Directors' behalf or on Liberum's behalf, in connection with the Executive Directors or the Placing, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Liberum accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.

 

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